<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KOPIN CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
0-19882
(CUSIP Number)
PAUL MCCARTHY, ESQ.
BAKER & MCKENZIE
130 E. RANDOLPH DR., CHICAGO, IL 60601
312/861-2858
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
FEBRUARY 11, 1998
(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 0-19882
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1. Name of reporting person
I.R.S. Identification No. of above person
Charoen Pokphand Group Company Limited
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2. Check the appropriate box if a member of a group (a) [_]
(b) [X]
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3. SEC Use Only
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4. Sources of Funds
AF
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5. Check if disclosure of legal proceedings is required pursuant [_]
to Items 2(d) or 2(e)
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6. Citizenship or place of organization
Thailand
Number of Shares
Beneficially Owned by -----------------------------
Each Reporting Person 7. Sole Voting Power
with: -0-
-----------------------------
8. Shared Voting Power
-0-
-----------------------------
9. Sole Dispositive Power
-0-
-----------------------------
10. Shared Dispositive Power
-0-
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11. Aggregate amount beneficially owned by each reporting person
-0-
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12. Check box if the aggregate amount in row (11) excludes certain shares [_]
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13. Percent of class represented by amount in row (11)
-0-
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14. Type of reporting person
HC, CO
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<PAGE>
This Amendment No. 1 amends and restates the Schedule 13D originally
filed by Charoen Pokphand Group Company Limited, a limited company organized and
existing under the laws of the Kingdom of Thailand ("CP Group"), with the
Securities and Exchange Commission on December 4, 1995.
Item 1. Security and Issuer
-------------------
The class of equity securities to which this Statement relates is the
Common Stock, $.01 par value per share (the "Common Stock"), of Kopin
Corporation, a Delaware corporation ("Issuer"). The principal executive offices
of Issuer are located at Myles Standish Industrial Park, 695 Myles Standish
Boulevard, Taunton, Massachusetts 02780-7331.
Item 2. Identity and Background.
-----------------------
This Statement is being filed by CP Group. The principal business and
executive offices of CP Group are located at 313 CP Tower, Silom Road, Khwang
Silom, Khet Bangrak, Bangkok 10500, Thailand.
CP Group is a privately held limited company, whose operations currently
consist of a group of diversified businesses, the activities of which are
conducted primarily through its subsidiaries. These businesses include
agriculture, international trade, retail and real estate.
The name, business address, present principal occupation and citizenship of
each executive officer and director of CP Group are set forth in Appendix A
hereto, which is incorporated herein by reference.
During the last five years neither CP Group nor, to the best knowledge of
CP Group, any of its executive officers or directors has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or
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mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
CP Group's indirect subsidiary, Telecom Holding Company Limited, a company
organized and existing under the laws of the Kingdom of Thailand ("Telecom")
purchased 1,643,716 shares of the Issuer's Common Stock in November 1995
pursuant to a Stock Purchase Agreement dated as of October 10, 1995 between
Issuer and Telecom (the "Stock Purchase Agreement"). The amount of the funds
used by Telecom to purchase the 1,643,716 shares was $27,121,314, excluding
broker's commissions, all of which funds were contributed to the capital of
Telecom by Telecom's direct parent, TelecomAsia Corporation Public Company
Limited, a public limited company organized and existing under the laws of the
Kingdom of Thailand ("TelecomAsia"), from TelecomAsia's working capital.
Item 4. Purpose of Transaction.
----------------------
As described in Item 5(c) below, Telecom sold 1,000,000 shares of the
Issuer's Common Stock as a selling stockholder in an underwritten public
offering on February 11, 1998.
Telecom continues to hold 643,716 shares of the Issuer's Common Stock for
the purpose of investment. Neither Telecom, TelecomAsia nor CP Group currently
intends to purchase additional shares of Common Stock. However, Telecom and
TelecomAsia intend to review on a continuing basis various factors relating to
its investment in Issuer, including Issuer's business and prospects, the price
and availability of the shares of Common Stock, subsequent developments
affecting Issuer, other investment and business opportunities available to
Telecom and TelecomAsia and general stock market and economic conditions. Based
on these factors, and subject to the Stock Purchase Agreement with Issuer,
Telecom may purchase additional
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shares of Common Stock in the open market, in private transactions or by any
other permissible means or may dispose of all or a portion of the shares of
Common Stock that Telecom presently holds or that Telecom may hereafter acquire.
Under the terms of the Stock Purchase Agreement, Telecom, together with its
affiliates (as that term is defined in Rule 405 under the Securities Act of 1934
(the "Act")) and Chia Yang Telecommunication Limited, a corporation organized
and existing under the laws of the Kingdom of Thailand ("Chia Yang") (Telecom,
Telecom's affiliates and Chia Yang collectively referred to as the
"Affiliates"), may not acquire, directly or indirectly, more that 30% of the
issued and outstanding voting securities of Issuer.
Pursuant to an amendment to the Stock Purchase Agreement dated as of
December 12, 1997, so long as Telecom and its Affiliates hold not less than 5%
of the outstanding shares of Common Stock, Telecom shall have the right to
designate one representative to serve on the Board of Directors of Issuer.
Under the terms of the amendment to the Stock Purchase Agreement, Telecom and
its Affiliates agree to limit the number of its representatives on the Board of
Directors of Issuer to one representative and to vote its shares of Common Stock
in support of the nominees of Issuer's Board of Directors.
Except as set forth in this Item 4, neither CP Group nor to the best
knowledge of CP Group, any of its executive officers or directors, has any plans
or proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Telecom and TelecomAsia respectively each beneficially own an aggregate
of 643,716 shares of the Issuer's Common Stock (the "Shares"). Based upon the
most recently available filing by the Issuer with the Securities and Exchange
Commission which shows an aggregate of 12,185,048 shares of the Issuer's Common
Stock outstanding, such Shares
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constitute approximately 5.3% of the outstanding shares of the Issuer's Common
Stock. Under the definition of "beneficial ownership" in Rule 13d-3 of the
Rules and Regulations under the Securities Exchange Act of 1934 (the "Act"), CP
Group might also be deemed to be the beneficial owner (together with Telecom and
TelecomAsia) of the Shares because (i) CP Group owns indirectly, through a
series of intermediate companies, approximately 38% of the voting shares of
TelecomAsia, which in turn, owns 99.99% of the voting shares of Telecom and (ii)
Telecom, TelecomAsia and CP Group have common directors. CP Group might also be
deemed a member of a group together with Telecom and TelecomAsia by virtue of
being deemed a beneficial owner of the Shares together with Telecom and
TelecomAsia. However, neither the filing of this Statement nor any of its
contents shall be deemed to constitute an admission that CP Group is the
beneficial owner of any of the Shares or a member of a group together with
Telecom and TelecomAsia either for the purpose of Section 13(d) of the Act or
for any other purpose.
(b) Telecom holds the Shares and has the power, with TelecomAsia, to vote
or direct the vote, and to dispose or direct the disposition, of all of the
Shares.
(c) On February 11, 1998, Telecom sold 1,000,000 shares of Common Stock at
a price of $19.00 per share (before deduction of underwriting discount) in an
underwritten public offering pursuant to a Registration Statement on Form S-3
(the "Registration Statement") filed by Issuer.
(d) No person other than Telecom and TelecomAsia has the right to receive,
or the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the Shares beneficially owned by Telecom and TelecomAsia.
(e) Not applicable.
<PAGE>
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
---------------------------
Telecom's investment and voting decisions are partly directed and
controlled by TelecomAsia through the Chairman, Vice Chairman and other
directors and executive officers of TelecomAsia, a few of whom are also
directors of CP Group.
Pursuant to the Stock Purchase Agreement, Issuer and Telecom agreed to the
following provisions as they relate to the securities of Issuer:
(a) Subject to the limitations stated in the Stock Purchase Agreement,
Telecom has registration rights with respect to shares of Common Stock
owned by it.
(b) With respect to private transactions, whenever Telecom or any of
its Affiliates seeks to sell any of the shares of Common Stock owned by it,
it must first offer to Issuer for sale such shares by providing to Issuer
the quantity of the shares Telecom desires to sell, the price per share and
any other terms. Subject to the terms of the Stock Purchase Agreement,
Issuer will then have the right to purchase all (but not less than all)
such shares of Common Stock at the same price and on the same terms and
conditions as specified by Telecom and/or its Affiliates.
(c) Telecom has agreed to vote any shares of Common Stock held or
beneficially owned by it and any of the Affiliates in the manner
recommended or approved by a majority of the Board of Directors of Issuer
in connection with (i) any proposed merger or consolidation involving
Issuer or (ii) the sale of all or substantially all of the assets of Issuer
or any subsidiary or subsidiaries of Issuer, provided that the effective
price per share resulting from any such transaction shall be not less that
$16.50, subject to certain adjustments.
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Telecom entered into a Lock-up Agreement with Deutsche Morgan Grenfell Inc.
and Tucker Anthony Incorporated dated December 12, 1997. Pursuant to the Lock-
up Agreement, Telecom has agreed that it will not, without the prior written
consent of Deutsche Morgan Grenfell Inc., during the period ending ninety (90)
days after the effective date of the Registration Statement on Form S-3 referred
to in Item 5(c) above (i) offer, pledge, sell, offer to sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, or warrant to purchase or otherwise transfer or dispose
of, directly or indirectly, any shares of the Issuer's Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic
consequences of ownership of the Common Stock, whether any such swap or
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such securities, in cash or otherwise, except under certain
limited circumstances. The effective date of the Registration Statement was
February 5, 1998.
Item 7. Material to be Filed as Exhibits.
--------------------------------
A. Stock Purchase Agreement dated as of October 10, 1995 between Issuer
and Telecom. (Pursuant to Item 101(a)(2)(ii) of Regulation S-T, Exhibit A,
which has been previously filed in paper format, is not restated electronically
herein.)
B. Amendment to Stock Purchase Agreement dated as of December 12, 1997 by
and between the Issuer and Telecom.
C. Form of Underwriting Agreement by and among the Issuer, Telecom,
certain individual selling stockholders and the several underwriters named in
Schedule II thereto.
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(Incorporated by reference to Exhibit 1.1 of the Issuer's Registration Statement
on Form S-3 (File No. 333-42173)).
D. Lock-up Agreement among Deutsche Morgan Grenfell Inc., Tucker Anthony
Incorporated and Telecom.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 19, 1998
CHAROEN POKPHAND GROUP COMPANY LIMITED
By: /s/ Min Tieanworn
---------------------------------
Name: Min Tieanworn
-----------------------------
Title: Director, Senior Executive Vice President
------------------------------------------
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INDEX TO EXHIBITS
A. Stock Purchase Agreement dated as of October 10, 1995 between Issuer
and Telecom. (Pursuant to Item 101(a)(2)(ii) of Regulation S-T,
Exhibit A, which has been previously filed in paper format, is not
restated electronically herein.)
B. Amendment to Stock Purchase Agreement dated as of December 12, 1997 by
and between the Issuer and Telecom.
C. Form of Underwriting Agreement by and among the Issuer, Telecom,
certain individual selling stockholders and the several underwriters
named in Schedule II thereto. (Incorporated by reference to Exhibit
1.1 of the Issuer's Registration Statement on Form S-3 (File No. 333-
42173)).
D. Lock-up Agreement among Deutsche Morgan Grenfell Inc., Tucker Anthony
Incorporated and Telecom.
<PAGE>
APPENDIX A
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF
CHAROEN POKPHAND GROUP COMPANY LIMITED
1. Mr. Dhanin Chearavanont, Chairman and CEO
Business Address: Same as address of employer
Principle Employment: Chairman and CEO
Name and Address of Employer: Charoen Pokphand Group Company Limited
313 CP Tower, Silom Road, Khwang Silom,
Khet
Bangrak, Bangkok 10500, Thailand
Principal Business of Employer: Integration, Agro-industry, including
agricultural, international trade, retail
and real estate.
Citizenship: Thai
2. Mr. Sumet Jiaravanon, Vice Chairman and President
Business Address: Same as address of employer
Principle Employment: Vice Chairman and President
Name and Address of Employer: Charoen Pokphand Group Company Limited
313 CP Tower, Silom Road, Khwang Silom,
Khet
Bangrak, Bangkok 10500, Thailand
Principal Business of Employer: Agro-industry, including agricultural,
international trade, retail and real
estate.
Citizenship: Thai
3. Mr. Min Tieanworn, Director, Senior Executive Vice President
Business Address: Same as address of employer
Principle Employment: Senior Executive Vice President and Director
Name and Address of Employer: Charoen Pokphand Group Company Limited
313 CP Tower, Silom Road, Khwang Silom,
Khet
Bangrak, Bangkok 10500, Thailand
Principal Business of Employer: Agro-industry, including agricultural,
international trade, retail and real
estate.
Citizenship: Thai
<PAGE>
4. Mr. Jaran Chiaravanont, Honorary Chairman
Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak,
Bangkok 10500, Thailand
Principle Employment: Independent businessman
Name and Address of Employer: Not Applicable
Principal Business of Employer: Not Applicable
Citizenship: Thai
5. Mr. Montri Jiaravanont, Honorary Chairman
Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak,
Bangkok 10500, Thailand
Name and Address of Employer: Not Applicable
Principal Business of Employer: Not Applicable
Citizenship: Thai
6. Mr. Wanlop Chiaravanont, Director
Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak,
Bangkok 10500, Thailand
Name and Address of Employer: Not Applicable
Principal Business of Employer: Not Applicable
Citizenship: Thai
7. Mr. Cherdchai Chiaravanont, Director
Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak,
Bangkok 10500, Thailand
Name and Address of Employer: Not Applicable
Principal Business of Employer: Not Applicable
Citizenship: Thai
8. Mr. Prasert Poongkumarn, Director
Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak,
Bangkok 10500, Thailand
Name and Address of Employer: Not Applicable
Principal Business of Employer: Not Applicable
Citizenship: Thai
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<PAGE>
9. Mr. Thirayut Phitya-Isarakul, Director
Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak,
Bangkok 10500, Thailand
Principle Employment: Independent businessman
Name and Address of Employer: Not Applicable
Principal Business of Employer: Not Applicable
Citizenship: Thai
10. Mr.Thanakorn Seriburi, Director
Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak,
Bangkok 10500, Thailand
Principle Employment: Independent businessman
Name and Address of Employer: Not Applicable
Principal Business of Employer: Not Applicable
Citizenship: Thai
11. Mr. Chingchai Lohawatanakul, Director
Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak,
Bangkok 10500, Thailand
Principle Employment: Independent businessman
Name and Address of Employer: Not Applicable
Principal Business of Employer: Not Applicable
Citizenship: Thai
12. Mr. Phongthep Chiaravanont, Director
Business Address: 313 CP Tower, Silom Road, Khwang Silom, Khet Bangrak,
Bangkok 10500, Thailand
Principle Employment: Independent businessman
Name and Address of Employer: Not Applicable
Principal Business of Employer: Not Applicable
Citizenship: Thai
13. Mr. Ajva Taulananda, Senior Executive Vice President
Business Address: Same as address of employer
Principle Employment: Senior Executive Vice President
Name and Address of Employer: 313 CP Tower, Silom Road,
Khwang Silom, Khet Bangrak
Bangkok 10500, Thailand
Principal Business of Employer: Telecommunications
Citizenship: Thai
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<PAGE>
14. Mr. Veeravat Kanchanadul, Senior Executive Vice President
Business Address: Same as address of employer
Principle Employment: Senior Executive Vice President
Name and Address of Employer: 313 CP Tower, Silom Road,
Khwang Silom, Khet Bangrak
Bangkok 10500, Thailand
Principal Business of Employer: Telecommunications
Citizenship: Thai
-4-
<PAGE>
EXHIBIT 99.B
AMENDMENT
THIS Amendment is dated as of December 12, 1997 by and between Kopin
Corporation, a Delaware corporation ("Kopin"), and Telecom Holding Co., Ltd., a
corporation organized and existing under the laws of Thailand (the "Investor").
Kopin and the Investor are parties to a Stock Purchase Agreement dated
as of October 10, 1995 (the "Stock Purchase Agreement") pursuant to which the
Investor purchased, and Kopin sold, 1,643,716 shares of Kopin Common Stock (the
"Kopin Shares").
Under Section 6.1 of the Stock Purchase Agreement, the Investor is
entitled to two representatives on the Board of Directors of Kopin so long as
the Investor holds not less than 1,479,344 shares of Kopin.
The Investor intends to sell 1,000,000 of the Kopin Shares in connection
with an underwritten public offering, and the parties desire to amend Section
6.1 to entitle the Investor to one representative on the Board of Directors of
Kopin following the consummation of such offering so long as the Investor
continues to hold not less than 5% of the outstanding shares of Kopin.
Accordingly, the parties hereby agree as follows:
1. Section 6.1 of the Stock Purchase Agreement is hereby amended by adding the
following sentences immediately after the end of such Section:
"Notwithstanding anything else contained in this Section 6 to the
contrary, so long as the Investor (and/or its affiliates and Chia Yang
Telecommunication Limited) holds not less than 5% of the outstanding
shares of Kopin, when the Investor so requests, Kopin's Board of
Directors shall, subject to its fiduciary and other legal duties under
the laws of the Commonwealth of Massachusetts, the State of Delaware
and the United States of America, nominate one representative of the
Investor for election to the Board at each annual meeting of
shareholders and shall instruct all proxies named by the Board to vote
for the election of such representative. In such case, the Investors
(and/or its affiliates, any transferee in any private transaction and
Chia Yang Telecommunication Limited) agrees to limit the number of its
representatives on the Board at all times to such one representative and
agrees to vote its shares in support of the Board nominees set forth in
clause (a)."
2. Except as expressly modified by this Amendment, the Stock Purchase Agreement
shall remain unmodified and in full force and effect.
<PAGE>
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first written above by their respective duly authorized
representatives.
KOPIN CORPORATION
BY: /s/ John C.C. Fan
-----------------------------------
John C.C. Fan, Chief Executive Officer
TELECOM HOLDING CO., LTD.
BY: /s/ Vallobh Vimolvanich
-----------------------------------
Vallobh Vimolvanich, President
<PAGE>
EXHIBIT 99.D
December 12, 1997
DEUTSCHE MORGAN GRENFELL INC.
TUCKER ANTHONY INCORPORATED
c/o Deutsche Morgan Grenfell Inc.
One Federal Street, 21st Floor
Boston, MA 02110
Re: Restrictions on Sales of Common Shares
--------------------------------------
Dear Ladies and Gentlemen:
Kopin Corporation, a Delaware corporation (the "Company"), proposes to
sell shares (the "Shares") of its Common Stock, $.01 par value per share (the
"Common Stock"), in a public offering (the "Public Offering") underwritten by
Deutsche Morgan Grenfell Inc. and Tucker Anthony Incorporated (the
"Underwriters").
The Underwriters have indicated that the prospect of sale of shares of
Common Stock, including shares of Common Stock acquired upon the exercise of
stock options (the "Shares") by certain existing stockholders, prior to 90 days
after the Public Offering would be detrimental to their underwriting effort.
In consideration of the Underwriters' agreement to purchase and
undertake the Public Offering of the Company's Common Stock and for other good
and valuable consideration, receipt of which is hereby acknowledged, the
undersigned agrees that, during a period from the date of this Agreement and
continuing and including 90 days after the effective date of the Registration
Statement on Form S-3 (the "Registration Statement") to be filed by the Company
in connection with the Shares, the undersigned will not, without the prior
written consent of the Underwriters, (i) offer, pledge, sell, offer to sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock,
or (ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Common Stock, whether any such swap or transaction described
in clause (i) or (ii) above is to be settled by delivery of Common Stock or such
securities, in cash or otherwise.
Notwithstanding the foregoing, the undersigned may (i) transfer any or
all of the Shares (the "Lock-up Shares") and/or stock option agreements and/or
warrants convertible into the Shares subject to this Agreement to one or more
members of such person's immediate family or to trusts for the benefit of
members of such person's immediate family or in connection with gifts, provided
that any transferee agrees in writing as a condition precedent to such transfer
to be
<PAGE>
Deutsche Morgan Grenfell Inc.
Tucker Anthony Incorporated
December 12, 1997
Page 2
bound by the terms hereof, (ii) transfer any or all of the Lock-up Shares to an
affiliate which agrees to be bound by the terms hereof, and (iii) transfer
Shares in the Public Offering. The transferor shall notify the Underwriters in
writing prior to the transfer, and there shall be no further transfer of the
Lock-up Shares and/or stock option agreements and/or warrants convertible into
the Shares except in accordance with this Agreement.
In addition, during a period from the date of this Agreement and
continuing and including 90 days after the effective date of the Registration
Statement, the undersigned agrees that the Company may, and that the undersigned
shall permit the Company to, (i) with respect to any shares for which the
undersigned is the record holder, cause the transfer agent for the Company to
note stop transfer instructions with respect to such shares on the transfer
books and records of the Company, and (ii) with respect to any shares for which
the undersigned is the beneficial holder but not the record holder, cause the
record holder of such shares to cause the transfer agent for the Company to note
stop transfer instructions with respect to such shares on the transfer books and
records of the Company.
It is understood that, if the Underwriting Agreement, between the
Representatives, the Company and certain stockholders of the Company (the
"Underwriting Agreement") does not become effective on or before February 28,
1998, or if the Underwriting Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and
delivery of the Shares, our obligations under this Agreement shall terminate
without any further action being required.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Agreement, and that, upon request,
the undersigned will execute any additional documents reasonable necessary or
desirable in connection with the enforecement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the
undersigned.
<PAGE>
Deutsche Morgan Grenfell Inc.
Tucker Anthony Incorporated
December 12, 1997
Page 3
Executed as of the day first written above.
Very truly yours,
/s/ Vallobh Vimolvanich
---------------------------------------------
Signature of Securityholder
---------------------------------------------
Signature of Co-Securityholder, if applicable
VALLOBH VIMOLVANICH
-----------------------------------
Securityholder (please print)
TELECOM HOLDING CO. LTD.
-----------------------------------
Address
-----------------------------------
(Social Security or Taxpayer Identification No.
of Securityholder)
Number of shares owned or subject to
warrants, options or convertible securities:
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